UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGEACT OF1934

Release No. 86159 / June 20, 2019

ACCOUNTING AND AUDITING ENFORCEMENT

Release No. 4054 / June 20, 2019

ADMINISTRATIVE PROCEEDING

File No. 3-19207

ORDER INSTITUTING CEASE-AND-

In the Matter of DESIST PROCEEDINGS PURSUANT TO

SECTION 21C OF THE SECURITIESWALMARTINC., EXCHANGEACT OF 1934, MAKING

FINDINGS, AND IMPOSING A CEASE-

Respondent. AND-DESIST ORDER

I.

The Securities and Exchange Commission (“Commission”) deemsit appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the SecuritiesExchange Act of 1934 (“Exchange Act”), against Walmart Inc. (“Walmart,” “the Company,” orRespondent”).

I.

In anticipation of the institution of these proceedings, Walmart has submitted an Offer of

Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose ofthese proceedings and any other proceedings brought by or on behalf of the Commission,or to

which the Commissionis a party, Respondent admits the Commission’s jurisdiction over

Respondentandthe subject matter of these proceedings, and consents to the entry of this OrderInstituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Actof 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.

Tit.

Onthebasis of this Order and Respondent’s Offer, the Commission finds’ that:

! The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any

other person or entity in this or any other proceeding.

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Summary

1. This matter concerns violations of the books and records and internal accountingcontrols provisions of the Foreign Corrupt Practices Act (““FCPA”) by Walmart, a globalretailer.From in or around July 2000 through in or around April 2011, Walmart’s subsidiaries in Brazil,

China, India, and Mexico operated without a system of sufficient anti-corruption related internalaccounting controls. As a result, during this time period, those Walmart subsidiaries paid certainthird-party intermediaries (“TPIs”) without reasonable assurancesthat certain transactions were

consistent with their stated purpose or consistent with the prohibition against making improper

payments to governmentofficials. Additionally, during this time period, when Walmartlearned of

certain anti-corruption risks, the Companydid noteither sufficiently investigate the allegations orsufficiently mitigate the knownrisks.

Respondent

2. Walmart is a Delaware corporation with its principal place of business located in

Bentonville, Arkansas. Walmart had a class of securities registered under Section 12(b) of the

Exchange Act during the relevant time period. The Company’s shares trade on the New YorkStock Exchange underthe ticker symbol “WMT.”

Other Relevant Entities and Individuals

3. Mexico Subsidiary is a Walmart subsidiary that operates retail stores in Mexico.

Walmart has a majority equity stake in Mexico Subsidiary with the remaining shares traded on theMexican Stock Exchange.

4. China Subsidiary is Walmart’s wholly owned subsidiary that operates Walmart’sstores in China.

5. Brazil Subsidiary was Walmart’s wholly owned subsidiary that operatedWalmart’s stores in Brazil.

6. India Joint Venture wasa joint venture with India Partner that was majority

ownedand controlled by Walmart and operated wholesale stores and distribution centers in India.

7. India Retail Business wasa franchisee of Walmart that operated retail stores inIndia.

8. India Subsidiary was Walmart’s wholly owned subsidiary that was the franchisorof India Retail Business.

9. India Partner was India Subsidiary’s Joint Venture partner and the owner of IndiaRetail Business.

10. Walmart Executive was a Walmart International senior real estate employee.

11. Walmart Lawyer was a Walmart International senior attorney.

12. Walmart Compliance Employee was a Walmart International complianceemployee.

13. Walmart Investigator was a Walmart special investigator.

14. Mexico Subsidiary Executive A was a Mexico Subsidiary senior officer.

15. Mexico Subsidiary Executive B was a Mexico Subsidiary senior real estate

executive.

16. Mexico Subsidiary Lawyer A was a Mexico Subsidiary real estate attorney.

17. Mexico Subsidiary Lawyer B was a Mexico Subsidiary seniorattorney.

18. Mexico Subsidiary Internal Auditor was a Mexico Subsidiary senior auditemployee.

19. Outside Lawyer wasan attorney retained by Walmart to investigate certain anti-corruption allegations in Mexico.

20. Brazil Construction Firm wasa construction firm retained by Brazil Subsidiary tobuild and renovate certain stores in Brazil.

FACTS

Background

21. At the end of Walmart’s fiscal year 1990, the Company had 1,528 stores which hadgenerated annualsales of $26 billion—all within the United States. Walmart, recognizing that

international expansion could help it become the world’s largest retailer, entered its first foreign

market, Mexico, in 1991. In 1993, Walmart established Walmart International as an operating

segment, headquartered in Bentonville, Arkansas, responsible for overseeing the Company’s

operations outside the United States. Between 1994 and 1996, the Companyestablished additionaloutposts in other countries, including Brazil and China. During fiscal year 2010, the year in which

Walmart openedits first Indian wholesale outlet, the Company operated stores in 14 foreigncountries, with international sales of approximately $100 billion.

22. Walmart’s formula for success centered on Everyday Low Prices and Everyday

Low Cost. Walmart’s rapid international growth, combined with its low-cost philosophy,contributed to the Company’s insufficient anti-corruption related internal accounting controls in

Walmart’s subsidiaries in Mexico, India, China, and Brazil from in or around July 2000 until in or

around April 2011.

Early Corruption Warnings

23. In or around 2002 and 2003, Walmart received a request for FCPA training from

China Subsidiary andalso a request for a detailed FCPA policy covering TPIs and joint venture

partners for China Subsidiary. Walmart did not immediately provide widespread anti-corruption

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training to China Subsidiary or implement TPI andjoint venture anti-corruption policies at China

Subsidiary.

24. In or around June 2003, China Subsidiary identified a potentially troubling

historical payment madeby a certain China Subsidiary joint venture. In 1999 or 2000, the joint

venture had entered into an agreement to pay RMB 500,000 (approximately $60,000) to thelandlord of a China Subsidiary store for governmentrelationship consulting services and various

permits. The permit costs should have likely been nominal but China Subsidiary did not furtherinquire into the matterat the time.

25. In or around October 2003, China Subsidiary’s internal audit team analyzed giftswith an average dollar value of less than $20 given to Chinese governmentofficials by China

Subsidiary corporate affairs employees and small amounts of cash provided to other Chinese

officials for travel and meal expensesrelated to business meetings by the Chinese partner of a

China Subsidiary joint venture. China Subsidiary’s internal audit team observed that thesetransactions appeared to be inconsistent with corporate policy. China Subsidiary’s internal auditteam also observedthat certain China Subsidiary anti-corruption related internal accounting

controls had weaknesses. In response, Walmart did not promptly implementall of China

Subsidiary internal audit’s suggested remedial actions.

Walmart’s First Anti-Corruption Compliance Program

26. In or around 2001, Walmart’s anti-corruption policy consisted of a paragraph in theCompany’s Statement of Ethics. The paragraph summarized the FCPA’s prohibitions and

described the statute’s facilitating payment exception and the procedure for making such payments.

In or around July 2002, Walmart planned to implement a worldwide comprehensive anti-corruption complianceandtraining program within a few months.In or around 2003, Walmart

prepared draft anti-corruption compliance materials. However, nearly a year passed before theCompanytook additional steps to revise the proposed anti-corruption compliance program.

27. Walmart publishedits International Anti-Corruption Policy and Procedures on oraround March 21, 2005, and distributed them to the Company’s foreign markets. In or around

November 2005, the implementation of Walmart’s anti-corruption compliance program wasformally put on hold until further notice.

Mexico

28. On or around September 21, 2005, Mexico Subsidiary Lawyer A, who had been

separated from Mexico Subsidiary overa year earlier, wrote an email to Walmart Lawyer.In theemail, Mexico Subsidiary LawyerA stated that he was responsible for manyreal estate projects in

Mexico from 1975 through 2004 and wrote, “[I]f you’re interested to know confidential details

about the way we achieved 300 projects...contact me andin that case, I would ask you doit beforeyou contact [Mexico Subsidiary] because the kind of issues (for instance, we used to undercover

expenses identified with a code knownand authorized by the highest levels).”

29. Walmart retained Outside Lawyer to advise the Companyin response to Mexico

Subsidiary Lawyer A’s allegations. During the first half of October 2005, Outside Lawyer

interviewed Mexico Subsidiary Lawyer A twice. Mexico Subsidiary Lawyer A alleged that during4

his last six to seven years at Mexico Subsidiary, Mexico Subsidiary had very aggressive growth

goals that required new stores to open in record time. Hefurther alleged that Mexico Subsidiary

frequently employed TPIs, known as gestores, who in some cases made improper payments toMexican governmentofficials to obtain licenses, permits, and other approvals for certain store

projects in Mexico. Healso detailed several projects where he claimed Mexico Subsidiary madeimproper payments to obtain licenses, permits, and other approvals.

30. Mexico Subsidiary Lawyer A alleged the scheme worked in the following manner:

a. Mexico Subsidiary would determine which governmentofficials

needed to receive an improper payment to obtain a permit or license.

Mexico Subsidiary Lawyer A would thentell one of the gestoreswhichofficial to make an improper paymentto and then obtained

checks from Mexico Subsidiary payableto the gestores.

b. The gestores cashed the checks and delivered the agreed-uponimproper payments.

C. Occasionally, the officials preferred to deal only with Mexico

Subsidiary LawyerA.In those instances, according to Mexico

Subsidiary LawyerA,the gestores provided cash to MexicoSubsidiary Lawyer A who madethe improper payments himself.

d. Mexico Subsidiary Lawyer A and Mexico Subsidiary Executive Bdeveloped a system of three-digit codes, or claves, which were typed

or handwritten on the gestores’ invoices and tracked the improper

benefits obtained by Mexico Subsidiary.

e. The clave descriptions included: “avoidance or omission ofrequirement;” “influence, control, or knowledge ofprivileged

information in the head of the governmental office;” and “paymentsto eliminate fines.”

f. Mexico Subsidiary Lawyer A claimed that Mexico Subsidiary

Executive A, Mexico Subsidiary Internal Auditor, and Mexico

Subsidiary Lawyer B—who had been named Mexico Subsidiary’scompliance officer after Mexico Subsidiary Lawyer A left Mexico

Subsidiary—also participated in the scheme.

31. Mexico Subsidiary’s use of real estate gestores stopped after Mexico Subsidiary

Lawyer A wasseparated from the Company in or around August 2004 and before Walmart’s 2005

investigation into the gestores allegations.

32. Walmart retained a law firm to initially advise the Company regarding Mexico

Subsidiary Lawyer A’s allegations and decidedto use internal audit and corporate investigationsemployees to conduct an investigation in Mexico. In mid-November 2005, these “preliminary

inquiry” teams spent two weeks in Mexico investigating the allegations. While there, theyidentified a draft March 2004 Mexico Subsidiary internal audit review of gestoria payments that

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had not previously been shared with Walmart internal audit executives and employeesin the

United States. The final report that was sent to Walmart in December 2004 omitted references,contained in earlier versions, to MXN $45.6 million (approximately USD $4 million) paid to one

of the gestores that Mexico Subsidiary Lawyer A alleged wascorrupt. While the draft report stated

that the transactions reviewed were reasonably appropriate, complied with documentation and

classification standards, and were compliant with local policies, legislation and generally acceptedaccounting principles, it also described “unusual” and“facilitating” payments made in connection

with Mexico Subsidiary’s use of gestores. The final report provided to Walmart in December 2004

had also omitted these references to suspicious transactions.

33. In or around November 2005, a Mexico Subsidiary employee explained to

investigators that when problems arose when obtaining licenses, Mexico Subsidiary typicallynegotiated a paymentwith the relevantofficial to resolve the problem. The same employee,

although unsure whether improper payments were made to governmentofficials, said that Mexico

Subsidiary utilized gestores to “smooth out the road”so that “there would not be any bumps duringthe request for a license.” The employee also conceded that it was unusual that Mexico Subsidiary

paid the gestores when most of the payments were supported by only one invoice and that no

records showed what work they did, with whom they met, or how many hours they worked.

34. In or around December 2005, Walmart Investigator circulated a report concerning

the Mexico Subsidiary allegations that stated that laws had been potentially violated, andrecommendedseveral additional investigative steps.

35. Walmart internal audit produced its own report one weeklater, which indicated thatthe work performed constituted only a preliminary review of the gestoria payments andthat the

auditors were unable to determine how the gestores used the funds received from Mexico

Subsidiary. The report also made several recommendationsfor investigative nextsteps.

36. Walmart did not follow the investigators’ proposed action plans. On or aroundFebruary 7, 2006, Walmart tasked Mexico Subsidiary Lawyer B with leading the remainderof theinvestigation.

37. In March 2006, Mexico Subsidiary Lawyer B preparedhis investigative report,which concludedthat the corruption allegations were unsubstantiated. However, it did

acknowledge that certain ofMexico Subsidiary’s anti-corruption related internal accounting

controls were deficient and, although some improvements had been made,certain additional anti-

corruption related internal accounting controls were recommended. Walmart did not address those

recommendations by implementing sufficient anti-corruption related internal accounting controlsuntil in or around April 2011.

38. Another corruption risk identified was Mexico Subsidiary’s practice of donationsin

the form of checks, cash, and merchandise to Mexican municipalities and local government

entities. In some instances, the donations were made aroundthe time Mexico Subsidiary obtained

permits and licenses or other government approvals. Some of the goods donated, such as cars and

computers, were capable of being converted to personal use. Mexico Subsidiary did not implementsufficient internal accounting controls regarding the use of donations until in or around April 2011.

China

39. Between in or around 2006 to in or around early 2011, China Subsidiary’s internal

audit team identified certain weaknessesin anti-corruption related internal accounting controls. In

January 2006, it observed: China Subsidiary’s draft anti-corruption policy and procedures were

inconsistent with the policy adopted by Walmart in or around March 2005; China Subsidiary’spolicy excluded employeesof state-owned and state-controlled enterprises from the definition of

“government official;” and formal anti-corruption training at China Subsidiary had not yet been

provided and most Chinese managers were unfamiliar with the FCPA and misunderstood theconcept of facilitating payments. Other anti-corruption related internal accounting controlsweaknesses at China Subsidiary observed by China Subsidiary internal audit included lack of TPI

retention procedures and lack of a charitable donation policy. Although internal audit raisedrecurring issues during this time period, China Subsidiary’s anti-corruption related internalaccounting controls were not improveduntil in or around April 2011.

India

AO. In or around late 2006, Walmart conducted a review of India Partner. The initial

due diligence, while generally positive, raised certain anti-corruption red flags about doing

business in India. One report stated that Walmart would “be targeted by corrupt individuals andorganizations seeking bribes or kickbacksin exchange for favorable businessrelationships or the

easing of bureaucratic restrictions.” The report also said that corruption would likely cause

Walmart “delays in the processing of permits, licenses and other paperwork.” The report suggested

that Walmart could mitigate its corruption risk with “[s]trict adherence” to the FCPA and byestablishing “strong internal controls and managementoversight.”

41. In or around November 2006, prior to the formation of India Joint Venture, a

Walmart real estate employee wrote to Walmart Executive that he had received a “wink and nod”when he “brought up transparency and clean transactionsrelative to the FCPA” with an employeeof India Partner. The India Partner employee also admitted that “speed payments” were usedin the

past by India Partner. Walmart did not sufficiently address the Walmart real estate employee’swarning prior to forming India Joint Venture.

42. Because of certain anti-corruption related red flags, Walmart obtained additional

due diligence reports and reviewedtheir results.

43. Walmart entered the Indian marketin partnership with India Partner. Due to foreign

direct investmentrestrictions, Walmart proposed that retail operations initially be franchised to

India Partner with a wholesale business structured as a joint venture majority owned by Walmart.In or around August 2007, Walmart and India Partner executed franchise and joint venture

agreements. Walmart tasked its partner with obtaining all licenses, permits, certifications, andzoning for retail stores in India.

44. Between in or around March 2009 andin or around January 2011, Walmart’s

internal audit team in India conducted at least three reviewsof India Subsidiary and India JointVenture. All of those reviews identified certain weaknesses in anti-corruption related internal

accounting controls that required remediation, which were not immediately addressed. During this

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time period, Walmart continuedto rely on India Partner for permitting, licensing, and real estatematters for retail stores in India.

45. In or around July 23, 2011, an anonymoussource sent an email to certain Walmart

executives alleging several issues. According to the anonymous email, an employee of India Joint

Venture and an employeeof India Retail Business were involved in a scheme to make improperpayments to governmentofficials to obtain store operating permits andlicenses, and that a senior

legal employeeof India Joint Venture knew about the scheme. Although one executive requested

that Walmart investigators examinethe allegations, Walmart did not conduct an inquiryat thattime.

46. Despite the audit reports discussing control deficiencies and the anonymous emailalleging improper payments to governmentofficials, Walmart did not begin to implement and

maintain a system of sufficient internal accounting controls related to anti-corruption to address

corruption concernsin India until in or around April 2011.

47. Because of Walmart’s failure to implementsufficient internal accounting controls

related to anti-corruption, from in or about 2009 through in or aboutat least 2011, India JointVenture and India Retail Business were able to retain TPIs that made improper payments to

governmentofficials in order to obtain store operating permits and licenses during that period.

These improper payments were then recorded in India Joint Venture’s books and records withvague descriptions like “misc fees,” “miscellaneous,” “professional fees,” “incidental,” and

“governmentfee.”

Brazil

A8. Despite certain observations from Brazil Subsidiary internal audit regarding the

Brazil Subsidiary anti-corruption related internal accounting controls weaknesses, BrazilSubsidiary continuedto retain certain high-risk TPIs. Starting in or around 2008 to in or aroundApril 2012, Brazil Subsidiary employed Brazil Construction Firm to build or renovate eight stores

and obtain all required construction permits. Although certain Brazil Subsidiary employees wereaware of the Brazil Construction Firm’s reputation for corruption, no due diligence was conducted

until in or around 2009, a year after Brazil Construction Firm was engaged. That due diligencereview cited allegations that Brazil Construction Firm had made improper payments to Brazilian

officials for non-Walmart projects and engagedin otherillegal acts for non-Walmart projects.

Citing these allegations, the report recommendedthat Brazil Subsidiary not renew Brazil

Construction Firm’s contract. Notwithstanding the due diligence results, Walmart continued to useBrazil Construction Firm until in or around April 2012.

49. Oneof the Brazil Subsidiary projects that Brazil Construction Firm worked on was

the construction of a new Walmartstore that was originally scheduled to open on or aroundNovember 19, 2009. Brazil Subsidiary tasked Brazil Construction Firm with obtaining the

construction permit and with handling all aspects of the store’s construction in May 2009.Later,

because Brazil Construction Firm was unable to timely obtain all permits, the grand opening was

delayed until mid-December. On or around December 7, 2009, Brazil Subsidiary’s real estate

committee met and discussed the store project, which was on the committee’s agenda dueto itsmissing operating license. At the meeting, a Brazil Subsidiary executive stated that the store

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needed an “extraordinary process” to obtain the license. That same day, certain members of BrazilSubsidiary management approved hiring another TPI—indirectly through Brazil Construction

Firm—to securethe license. Nine dayslater, the TPI obtained all governmental approvals for thestore. The TPI received approximately $127,000, an amount greater than Brazil Subsidiary’s other

permitting consultants, for the TPI’s efforts with these permits and certain operating permits

obtained after the store opened.

50. Certain Brazil Subsidiary employees expressed their concerns regarding the TPI toBrazil Subsidiary managementprior to the TPI’s engagement. Their concerns included the

possibility that the TPI was a governmentofficial and that the TPI did not have a formal

corporation to accept payment. A former employee of Brazil Construction Firm later stated that theTPI told him at that time that when the TPI was working on obtaining the construction permitunder the direction of Brazil Construction Firm, 1) the TPI needed cash which the TPI had

requested from Brazil Construction Firm and had received from the former employee; and 2) the

TPI stated the money wasfor “people I have to pay,” which the former employee stated heunderstood to mean would be used to provide improper payments to Brazilian government

officials. That former Brazil Construction Firm employee later stated that he made improper

payments himself, without the knowledge of Brazil Subsidiary, in connection with two other Brazil

Subsidiary stores.

51. In or around 2010, Brazil Subsidiary planned to open twoother stores in the same

area. As with the earlier project, Brazil Subsidiary engaged the same TPI at year-endto assist withstores that had been delayed due to licensing problems. The TPI again commanded an unusually

high fee for the TPI’s services—approximately $400,000—andwaspaid indirectly through BrazilSubsidiary’s contractor. Despite earlier corruption concerns, no due diligence was conducted onthe TPI prior to the TPI’s work. The TPI’s ability to obtain licenses and permits quickly earned the

TPI the nickname “sorceress” or “genie” within Brazil Subsidiary.

Walmart’s Subsequent Anti-Corruption Compliance Programs

52. Although certain Walmart executives discussed revising the anti-corruption policy

and proceduresshortly after their publication in March 2005, the Company did not announce the

launch of a “new and enhanced”anti-corruption program until on or around February 8, 2007. Theprogram wouldfeature a revised policy, new procedures, and improved auditing and investigative

protocols—with an emphasis on training and TPI due diligence.Its rollout was scheduled to begin

two monthslater and conclude in or around 2008.

53. Walmart published the revised anti-corruption program as Companypolicy on or

around December 12, 2008. However, this policy was not sufficiently implementedat that time.

Shortly thereafter, Walmart appointed Walmart Compliance Employee as the Company’s first vice

president of international compliance and tasked him with updating the anti-corruption complianceprogram.

54. In or around April 2009, Walmart informed its foreign subsidiaries that it would

soon promulgate anti-corruption standards that would be more flexible and easier and quicker toimplement. Instead of taking a centralized approach, each country would be required to deviseits

own program based onthe standards. On or around June 11, 2009, Walmart circulated to the

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subsidiaries a one-page documententitled Global Anti-Corruption Standards that: 1) summarized

the FCPA; 2) acknowledgedthat in certain instances Walmart may provide gifts, meals, travel, and

entertainment to governmentofficials; 3) noted that the standards applied to TPIs; and 4) providedcontact information for the Company’s global ethics office. The markets were instructed to design

and implementrisk-based internal accounting controls, procedures, and training to ensure the

standards were met.

55. Walmart’s fiscal year 2010 FCPA reviews in Brazil, India, and Mexicoidentified

certain of its anti-corruption related internal accounting controls had weaknessesin eachsubsidiary.

56. By around April 2011, Walmart recognizedthat its existing anti-corruptioncompliance program wasnot sufficient and hired an international law firm and an international

consulting firm to conduct a worldwide anti-corruption compliance review for the purpose ofreviewing and testing Walmart’s anti-corruption compliance program in various foreignsubsidiaries around the world, including in Mexico,India, Brazil, and China.

Legal Standards and Violations

57. UnderSection 21C(a) of the Exchange Act, the Commission may imposea cease-

and-desist order upon any person whois violating, has violated, or is about to violate any provisionof the Exchange Act or any regulation thereunder, and upon any other person that is, was, or would

be a cause of the violation, due to an act or omission the person knew or should have known would

contribute to such violation.

FCPAViolations

Books and Records Violations

58. As a result of the conduct described above, Walmart violated Section 13(b)(2)(A)

of the Exchange Act, which requiresissuers that have a class of securities registered pursuant to

Section 12 of the Exchange Act and issuers with reporting obligations pursuant to Section 15(d) of

the Exchange Act to make and keep books, records, and accounts which, in reasonable detail,

accurately andfairly reflect their transactions and dispositionsoftheir assets.

Internal Accounting Controls Violations

59. As a result of the conduct described above, Walmart violated Section 13(b)(2)(B) of

the Exchange Act, which requiresissuers that have a class of securities registered pursuant to

Section 12 of the Exchange Act and issuers with reporting obligations pursuant to Section 15(d) of

the Exchange Act to devise and maintain a system of internal accounting controls sufficient to

provide reasonable assurancesthat (1) transactions are executed in accordance with management’sgeneral or specific authorization;(ii) transactions are recorded as necessary (I) to permit

preparation of financial statements in conformity with generally accepted accounting principles or

any other criteria applicable to such statements, and (II) to maintain accountability for assets; (111)access to assets is permitted only in accordance with management’s general or specific

authorization; and (iv) the recorded accountability for assets is compared with the existing assets at

reasonable intervals and appropriate action is taken with respect to any differences.

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Walmart’s Disclosures, Cooperation, and Remediation

60. In determining to accept the Offer, the Commission considered Walmart’sdisclosures, cooperation, and remedialefforts.

61. Walmart madeaninitial self-disclosure of the potential FCPA violations in Mexico

to the Commission’sstaff in November 2011, after it retained outside counsel to conduct an

internal investigation underthe direction of the Audit Committee of Walmart’s Board of Directors.Subsequently, Walmart voluntarily expandedits investigation and disclosedits findings concerningBrazil, China, and India to the Commissionstaff, although such disclosure wasafter the

Commission staff had already begun investigating the Company related to conduct in Mexico.

62. Walmart further cooperated by identifying issues and facts that would likely be of

interest to the Commission and the staff and providing regular updatesto the staff; making regular

factual presentations to the staff and sharing information that would not have been otherwisereadily available to the staff; making foreign-based employeesavailable for interviewsin theUnited States; producing translations of relevant documents; and obtaining cooperation of former

employees and third parties, including their consent to interviews.

63. Walmart’s remedial measures include: (1) hiring a Global Chief Ethics &

Compliance Officer , an International Chief Ethics & Compliance Officer, and a dedicated Global

Anti-Corruption Officer, with separate reporting lines to the Audit Committee of Walmart’s Board

of Directors; (2) adding dedicated regional and market Chief Ethics & Compliance Officers,foreign market anti-corruption directors, and anti-corruption compliance personnel at Walmart’s

homeoffice and in Walmart’s foreign markets; (3) conducting, across each of Walmart’s markets,enhanced monthly and quarterly anti-corruption monitoring; (4) enhancing on-site global anti-

corruption audits to test adherence to enhanced anti-corruption related internal accounting controls

and procedures; (5) enhancing anti-corruption related internal accounting controls on the selectionand use of third parties; (6) enhancing global anti-corruption training and awareness programs;(7)

implementing an automated global license managementsystem for obtaining and renewinglicenses and permits and a global donation managementsystem, which enhancescontrols relating

to charitable donations; and (8) terminating business relationships with third parties involved in the

conductat issue.

Non-Prosecution Agreement

64. Walmart has entered into a non-prosecution agreement with the United States

Departmentof Justice that acknowledges responsibility for criminal conduct relating to certainfindings in the Order.

Non-Imposition of a Civil Penalty

65. Respondent acknowledgesthat the Commissionis not imposing a civil penalty

based upon Walmart’s payment of a $137,955,249 monetary fine as part of Walmart’s resolution

with the United States Departmentof Justice.

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IV.

Undertakings

66. Respondent undertakes to cooperate fully with the Commission in any andall

investigations, litigation, or other proceedingsrelating to or arising from the matters described inthis Order. In connection with such cooperation, Respondentshall:

A. Produce, without service of a notice or subpoena, any andall non-privilegeddocuments and other information requested by the Commission staff subject to anyrestrictions underthe law of any foreign jurisdiction;

B. Useits best efforts to cause its current or former officers, employees, and

directors to be interviewed by Commission staff at such times and placesas the

Commission staff reasonably may direct; and

C. Useits best efforts to cause its current or former officers, employees, and

directors to appearand testify without service of a notice or subpoena in suchinvestigations, depositions, hearings, or trials as may be requested by the Commissionstaff.

67. Respondent undertakes to report to the Commission staff periodically, at no lessthan one-yearintervals, during a two-year period from the date of this Order on the status of

Respondent’s remediation and implementation of anti-corruption related compliance measures.During this two-year period, Respondent shall (1) submit an initial report, and (2) conduct and

prepare one follow-up review andreport, as described below:

A. Respondentshall submit to the Commissionstaff a written report within

twelve (12) months from the date of entry of this Order setting forth a completedescription of its FCPA and anti-corruption related remediation efforts to date, its

proposals reasonably designed to improveits policies and procedures for ensuring

compliance with the FCPA and other applicable anti-corruption laws, and the parametersof the subsequent review (“Initial Report’). The Initial Report shall be transmitted toCharles Cain, Chief, FCPA Unit, Division of Enforcement, Securities and Exchange

Commission, 100 F Street, N.E., Washington, DC 20549. Respondent may extendthe

time period for issuance of the Initial Report with prior written approval of the

Commissionstaff.

B. Respondentshall undertake one follow-up review, incorporating any

comments provided by the Commissionstaff on the Initial Report, to further monitor and

assess whetherthe policies and procedures of Respondent are reasonably designed to

detect and preventviolations of the FCPA and other applicable anti-corruption laws(the“Follow-Up Report’).

C. The Follow-Up Report shall be completed no later than twelve (12)monthsafter the Initial Report. Respondent may extend the time period for issuance of

the Follow-Up Report with prior written approval of the Commissionstaff.

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68. The Initial Report, Follow-up Report, supporting documentation, and any related

communications, presentations, and certifications submitted by Respondent may includeproprietary, financial, confidential, and competitive business information. Public disclosure of

the reports could discourage cooperation, impede pendingor potential government investigations

or undermine the objectives of the reporting requirement. For these reasons, among others, thereports and contents thereof are intended to remain and shall remain nonpublic, except (1)

pursuant to court order, (2) as agreed by the parties in writing, (3) to the extent that the

Commission determinesin its sole discretion that disclosure would be in furtherance of the

Commission’s discharge ofits duties and responsibilities, or (4) is otherwise required by law.

69. Should Respondent, during the two-year period from the date of this Order,

discover credible evidence, not already reported to the Commissionstaff, that corrupt paymentsor corrupt transfers of property or interests may have been offered, promised, paid, or authorizedby a Respondententity or person, or any entity or person while working directly for Respondent,

or that related false books and records have been maintained, Respondentshall promptly reportsuch conduct to the Commissionstaff.

70. During this two-year period from the date of this Order, Respondent shall provideits external auditors with its annual internal audit plan and reports of the results of internal audit

proceduresand, subject to Respondent’s attorney-client privilege and attorney work product

protections, its assessmentofits anti-corruption compliance policies and procedures.

71. During this two-year period from the date of this Order, Respondent shall provide

the Commissionstaff with any written reports or recommendations provided by Respondent’sexternal auditors in response to Respondent’s annual internal audit plan, reports of the results of

internal audit procedures, and its assessmentof its anti-corruption compliancepolicies and

procedures.

72. Respondentshall certify, in writing, compliance with the undertakingsset forth

above. The certification shall identify the undertaking(s), provide written evidence of compliancein the form of a narrative, and be supported by exhibits sufficient to demonstrate compliance.

The Commission staff may make reasonable requests for further evidence of compliance, and

Respondentagreesto provide such evidence. The certification and supporting materials shall besubmitted to Charles Cain, Chief, FCPA Unit, Division of Enforcement, with a copy to the

Office of the Chief Counsel of the Division of Enforcement, Securities and Exchange

Commission, 100 F Street, N.E., Washington, DC 20549,no later than 60 days from the date of

the completion of the undertakings.

73. In determining whether to accept the Offer, the Commission has considered theseundertakings.

V.

Accordingly, pursuant to Section 21C of the Exchange Act, it is hereby ORDEREDthat:

A. Respondent cease and desist from committing or causing any violations and any

future violations of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act, 15 U.S.C. §§

78m(b)(2)(A) and 78m(b)(2)(B).

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B. Respondentshall, within 10 days of the entry of this Order, pay disgorgementof

$119,647,735 and prejudgmentinterest of $25,043,437 for a total payment of $144,691,172, to the

Securities and Exchange Commissionfor transfer to the general fund of the United StatesTreasury, subject to Exchange Act Section 21F(¢)(3). If timely paymentis not made,additional

interest shall accrue pursuant to SEC Rule of Practice 600. Payment must be madein oneofthefollowing ways:

(1) Respondent may transmit paymentelectronically to the Commission, whichwill provide detailed ACH transfer/Fedwire instructions upon request;

(2) Respondent may make direct payment from a bank accountvia Pay.gov

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or

(3) Respondent may paybycertified check, bank cashier’s check, or United

States postal money order, made payable to the Securities and ExchangeCommission and hand-delivered or mailed to:

Enterprise Services CenterAccounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a coverletter identifyingWalmart as the Respondentin these proceedings, and the file numberof these proceedings; a copyof the cover letter and check or money order must be sent to Charles Cain, Chief, FCPA Unit,

Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC

20549.

C. Respondentshall comply with the undertakings enumerated in Section IV,paragraphs 67 through 72 above.

By the Commission.

Vanessa A. Countryman

Acting Secretary

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